Investment entities tied to FiscalNote (NYSE: NOTE) restructure share holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FiscalNote Holdings, Inc. director Compton Key reported changes in how certain Class A common shares are held through affiliated investment entities, rather than any open-market buying or selling.
A key entry shows an internal transaction coded "J" for 431,394 shares, described as a distribution from GPO FN Noteholder, LLC to Global Public Offering Master Fund, L.P. as an in-kind payment tied to a profits interest held by Urgent Capital LLC. Footnotes state the shares are beneficially owned by GPO Master Fund and Urgent Capital LLC, with Urgent International Inc. owning and operating these entities. As a managing director of Urgent International Inc., Key may be deemed to share voting and dispositive power over these holdings. Following the restructuring, the filing lists 446,729 Class A shares held indirectly in one account, 46,264 shares held directly, and an additional 122 shares held indirectly.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Compton Key
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock | 431,394 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 446,729 shares (Indirect, See Footnote);
Class A Common Stock — 46,264 shares (Direct, null)
Footnotes (1)
- Distribution from GPO FN Noteholder, LLC to Global Public Offering Master Fund, L.P ("GPO Master Fund") as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC held by Urgent Capital LLC. Urgent Capital LLC has directed that the shares be delivered directly to GPO Master Fund as part of an immediate in-kind contribution to GPO Master Fund by Urgent International Inc., the managing member of Urgent Capital LLC. The shares are beneficially owned by GPO Master Fund. The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund. The shares are beneficially owned by Urgent Capital LLC. The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of Urgent Capital LLC. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC.
Key Figures
Restructuring transaction size: 431,394 shares
Indirect holdings after transaction: 446,729 shares
Direct holdings after transaction: 46,264 shares
+2 more
5 metrics
Restructuring transaction size
431,394 shares
Class A common stock, code "J" other acquisition or disposition
Indirect holdings after transaction
446,729 shares
Class A common stock held indirectly following restructuring
Direct holdings after transaction
46,264 shares
Class A common stock held directly following reported entries
Additional indirect holdings
122 shares
Class A common stock held indirectly in a separate account
Restructuring entries count
1 transaction
Code "J" other acquisition or disposition in transaction summary
Key Terms
profits interest, in-kind payment, beneficially owned, voting and dispositive power, +1 more
5 terms
profits interest financial
"as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC"
in-kind payment financial
"Distribution from GPO FN Noteholder, LLC to Global Public Offering Master Fund, L.P ... as an in-kind payment"
beneficially owned financial
"The shares are beneficially owned by GPO Master Fund."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
voting and dispositive power financial
"the Reporting Person may be deemed to have voting and dispositive power over the shares"
in-kind contribution financial
"as part of an immediate in-kind contribution to GPO Master Fund by Urgent International Inc."
FAQ
What does Compton Key’s Form 4 for FiscalNote (NOTE) report?
The Form 4 reports an internal restructuring of Class A common stock holdings through investment entities tied to Compton Key, not an open-market purchase or sale. It documents how shares are distributed and beneficially owned among GPO FN Noteholder, GPO Master Fund, and Urgent Capital LLC.
What are Compton Key’s FiscalNote (NOTE) holdings after the reported transactions?
After the reported restructuring, the filing lists 446,729 Class A common shares held indirectly in one account, 46,264 shares held directly, and an additional 122 shares held indirectly. These figures describe the post-transaction ownership structure as reported on the Form 4 effective for the transaction date.
What does transaction code "J" mean in this FiscalNote (NOTE) Form 4?
Transaction code "J" on the Form 4 indicates "other acquisition or disposition" rather than a straightforward purchase or sale. Here, it reflects an in-kind distribution of 431,394 shares between related investment entities, as detailed in the footnotes describing the profits interest and contributions.